"Akeelah and the Bee" Directed by: Doug Atchison

Starring: Laurence Fishburne, Angela Bassett and Keke Palmer

MPAA Rating: PG (for slight adult language)

Running Time: 112 minutes

Best Suited For: families, inspiration seekers, optimists

Least Suited For: dullards and slow-wits (in my humble opinion)

A dramatic film about a spelling bee? "Akeelah and the Bee" seems predestined to keep both parents and children away from the theater-but the truth is there hasn't been this terrific a prodigy film in more than a decade, since the remarkable "Searching For Bobby Fischer." (Interesting enough, Laurence Fishburne stars in both of these efforts.) And while the two films' outcomes are similar, their journeys are blissfully divergent and utterly rewarding.

In "Akeelah," 11-year-old Keke Palmer wonderfully, magically plays the title role. Akeelah's a smart kid in South Central, where she downplays her talents to fit in. We get the picture right away that it's not a safe environment, although there's never really an element of fear in "Akeelah"-the vagrants and gangs blend innocuously into the scenery.

Keke's mind is on more important things, like fitting in with her friends and family. Her father, we learn, was killed years before, presumably in a drive-by or some random senseless act of violence, but there's a serenity there as well. Akeelah talks to her father, to her father's photo, but never with melancholy. He remains her inspiration and eventually the instigation for shy Akeelah taking such an unlikely weight on her shoulders.

She skips classes a great deal and seems destined for middle class mediocrity-but, damn, this kid can spell. Words were also her father's passion and spelling keeps her connection, and his memory, alive.

Akeelah is eventually cornered by her sympathetic principal (Curtis Armstrong) to enter the school's spelling bee. She wins handily-but instead of opportunity knocking, Akeelah sees only being branded a geek. She decides not to pursue the state championships.

Enter Dr. Josua Larabee (Fishburne), a former spelling prodigy himself and now a strict English professor who putters in his garden and hides his emotions. It is Larabee who gradually brings Akeelah out of her shell-and eventually it's Akeelah who brings Larabee out of his. Their relationship is the crux of the film and one can't help but wonder if Larabee just might happen to be the "bee" the title infers.

Twelve years ago, Laurence Fishburne played Vinnie, a streetwise chess master who takes a troubled boy under his guidance in "Searching For Bobby Fischer." Until Akeelah came around, it was by far the best coming of age film I'd ever seen. Now "Akeelah and the Bee" may give that film a run for its money, a worthy chase for the blue ribbon. And there's Mr. Fishburne, two for two.

Larabee begins to train Akeelah in Latin roots, Greek roots, repetition and recollection. Memorizing prefixes and suffixes. Ick. But believe it or not, even this effort is rendered intriguing.

And when the competition heats up, one begins to get the sweaty palms reminiscent of

watching "Rocky" in the 12th round. The film shares the pain of those nerve-wracked 11-year-olds bumbling through words long enough to cross a street.

I'll admit there's some discreet stereotyping flitting about the fringes of "Akeelah." She's befriended by a chubby, endearing Hispanic prodigy, Javiar (J.R. Villarreal) and snubbed by an opportunistic Asian-American wordmeister, Dylan (Sean Michael). What, no WASP prodigies? Welcome to 21st Century America.

Akeelah must also endure her loving but overworked and distracted mother (Angela Bassett) and her troubled mentor who substitutes his lost daughter with a surrogate one. Even the quiet, disarming Akeelah eventually becomes the centerpiece for her family's stability, reminiscent of a dozen other coming-of-age films.

When a street gang leader empathizes, "Akeelah" verges on losing credibility. But even Derrick T's interest in her success is rendered with such heart and soul that when "Akeelah" the fable eventually consumes "Akeelah" the gritty reality vehicle, you won't mind. Inspiration in any package has rarely felt this good.

There is, of course, the obligatory spelling bee showdown- and kudos for director Atchison in keeping the film's last 10 minutes fresh, powerful and exciting. Yeah, there's a twist, and then a twist back again, and even though you think you know what's about to happen-well, you really don't.

And when you leave the theater smiling, you don't really know why either. It's simply a re

action to an excellent film that wiggles down into your soul and snuggles there.